false
0001626115
0001626115
2024-05-02
2024-05-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 2, 2024
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PJT Partners Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-36869 36-4797143
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
280 Park Avenue 10017
New York
,
New York
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212)
364-7800
Not Applicable
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a12)
Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))
Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange on which registered
Symbol(s)
Class A common stock, par value $0.01 per share PJT New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
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Item 2.02. Results of Operations.
On May 2, 2024, PJT Partners Inc. (the "Company") issued a press release
announcing the financial results for its first quarter ended March 31, 2024.
A copy of the press release is attached hereto as Exhibit 99.1. The
information contained under Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and, as a result, such information
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
Number
99.1 Press release of PJT Partners Inc. dated May 2, 2024 announcing the Company's first quarter 2024 results.
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PJT Partners Inc.
By: /s/ Helen T. Meates
Name: Helen T. Meates
Title: Chief Financial Officer
Date: May 2, 2024
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Exhibit 99.1
PJT Partners Inc. Reports Record First Quarter 2024 Results
First Quarter Overview
>
Record First Quarter Revenues of $329 million, an increase of 65% from a year
ago
>
GAAP Pretax Income of $54 million and Adjusted Pretax Income of $55 million,
an increase of 85% and 81%, respectively, from a year ago
>
GAAP Diluted EPS of $1.22 and Adjusted EPS of $0.98, an increase of 82% and
81%, respectively, from a year ago
Capital Management and Balance Sheet
>
1.5 million share and share equivalents repurchased with record open market
repurchases of 1.1 million shares
>
Record First Quarter cash, cash equivalents and short-term investments of $236
million and no funded debt
Paul J. Taubman, Chairman and Chief Executive Officer, said,
We reported our second highest revenue quarter ever, reflecting strong performance in all of our
businesses. In addition to our strong results, we continue to see progress as measured by the success of
our recruiting efforts, the maturation of our team, and the growing recognition of our brand. We
continue to invest to enhance our franchise and remain highly confident in our future growth prospects.
New York, May 2, 2024
: PJT Partners Inc. (the Company or PJT Partners) (NYSE: PJT) today announced
its financial results for the first quarter ended March 31, 2024.
Media Relations: Investor Relations:
Jon Keehner Sharon Pearson
Joele Frank, Wilkinson Brimmer Katcher PJT Partners Inc.
Tel: +1 212.355.4449 Tel: +1 212.364.7120
PJT-JF@joelefrank.com pearson@pjtpartners.com
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Revenues
The following table sets forth revenues for the three months ended March 31,
2024 and 2023:
Three Months Ended
March 31,
2024 2023 % Change
(Dollars in Millions)
Revenues
Advisory $ 288.7 $ 168.1 72%
Placement 34.5 27.6 25%
Interest Income & Other 6.2 4.3 44%
Total Revenues $ 329.4 $ 200.0 65%
Total Revenues of $329 million in the current quarter, up 65% from $200
million in the prior year.
Advisory Revenues of $289 million, up 72% from $168 million in the prior year.
The increase in Advisory Revenues was due to significant increases in
restructuring, strategic advisory and private capital solutions revenues.
Placement Revenues of $34 million, up 25% from $28 million in the prior year.
The increase in Placement Revenues was due to an increase in fund placement
revenues.
Interest Income & Other of $6 million, up 44% from $4 million in the prior
year. The increase in Interest Income & Other was principally due to higher
interest income.
Expenses
The following table sets forth information relating to the Companys expenses
for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31,
2024 2023
GAAP As Adjusted GAAP As Adjusted
(Dollars in Millions)
Expenses
Compensation and Benefits $ 228.9 $ 228.9 $ 133.0 $ 133.0
% of Revenues 69.5 % 69.5 % 66.5 % 66.5 %
Non-Compensation $ 46.6 $ 45.2 $ 37.8 $ 36.5
% of Revenues 14.1 % 13.7 % 18.9 % 18.2 %
Total Expenses $ 275.5 $ 274.2 $ 170.8 $ 169.5
% of Revenues 83.6 % 83.2 % 85.4 % 84.8 %
Pretax Income $ 53.9 $ 55.2 $ 29.2 $ 30.4
% of Revenues 16.4 % 16.8 % 14.6 % 15.2 %
Compensation and Benefits Expense
Compensation and Benefits Expense was $229 million for the current quarter
compared with $133 million in the prior year. The increase in Compensation and
Benefits Expense was driven by the combination of higher revenues and a higher
accrual rate compared with the prior year. The compensation accrual rate was
69.5% for the current quarter compared with 66.5% in the prior year and 69.8%
for full year 2023.
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Non-Compensation Expense
GAAP Non-Compensation Expense was $47 million for the current quarter compared
with $38 million in the prior year. Adjusted Non-Compensation Expense was $45
million for the current quarter compared with $36 million in the prior year.
The increase in GAAP and Adjusted Non-Compensation Expense for the current
quarter compared with the prior year was principally due to increases in Other
Expenses, Occupancy and Related and Travel and Related expenses. Other
Expenses increased principally due to higher bad debt expense. Occupancy and
Related increased principally due to the further expansion and lease term
extension of our New York headquarters. Travel and Related increased due to
increased levels of business travel.
Provision for Taxes
As of March 31, 2024, PJT Partners Inc. owned 61.3% of PJT Partners Holdings
LP. PJT Partners Inc. is subject to corporate U.S. federal and state income
tax while PJT Partners Holdings LP is subject to New York City unincorporated
business tax and other entity-level taxes imposed by certain state and foreign
jurisdictions. Please refer to Note 11. Stockholders Equity in the Notes to
Consolidated Financial Statements in Part II. Item 8. Financial Statements and
Supplementary Data of the Companys Annual Report on Form 10-K for the year
ended December 31, 2023 for further information about the corporate ownership
structure. The effective tax rate for GAAP Net Income for the three months
ended March 31, 2024 and 2023 was 1.0% and 4.1%, respectively.
In calculating Adjusted Net Income, If-Converted, the Company has assumed that
all outstanding partnership units in PJT Partners Holdings LP (Partnership
Units) (excluding partnership units that have yet to satisfy certain market
conditions) have been exchanged into shares of the Companys Class A common
stock, subjecting all of the Companys income to corporate-level tax.
The effective tax rate for Adjusted Net Income, If-Converted for the three
months ended March 31, 2024 was 22.0% compared with 25.3% for full year 2023.
Capital Management and Balance Sheet
As of March 31, 2024, the Company held cash, cash equivalents and short-term
investments of $236 million and had no funded debt.
During the first quarter 2024, the Company repurchased 1.1 million shares of
Class A common stock in the open market, exchanged 0.2 million Partnership
Units for cash and net share settled 0.3 million shares of Class A common
stock to satisfy employee tax obligations. In total during the first quarter
2024, the Company repurchased 1.5 million share equivalents at an average
price of $99.04 per share.
As of March 31, 2024, the Company's remaining repurchase authorization was
$406 million.
The Company intends to repurchase 0.1 million Partnership Units for cash on
May 9, 2024 at a price to be determined by the volume-weighted average price
per share of the Companys Class A common stock on May 6, 2024.
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Dividend
The Board of Directors of PJT Partners Inc. has declared a quarterly dividend
of $0.25 per share of Class A common stock. The dividend will be paid on June
20, 2024 to Class A common stockholders of record as of June 5, 2024.
Quarterly Investor Call Details
PJT Partners will host a conference call on May 2, 2024 at 8:30 a.m. ET to
discuss its first quarter 2024 results. The conference call can be accessed
via the internet at www.pjtpartners.com or by dialing +1 (800) 343-5419 (U.S.
domestic) or +1 (203) 518-9731 (international), passcode PJTP1Q24. For those
unable to listen to the live broadcast, a replay will be available following
the call at www.pjtpartners.com.
About PJT Partners
PJT Partners is a premier, global, advisory-focused investment bank that was
built from the ground up to be different. Our highly experienced,
collaborative teams provide independent advice coupled with old-world,
high-touch client service. This ethos has allowed us to attract some of the
very best talent in the markets in which we operate. We deliver leading advice
to many of the world's most consequential companies, effect some of the most
transformative transactions and restructurings and raise billions of dollars
of capital around the globe to support startups and more established
companies. To learn more about PJT Partners, please visit our website at
www.pjtpartners.com.
Forward-Looking Statements
Certain material presented herein contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange
Act). Forward-looking statements include certain information concerning future
results of operations, business strategies, acquisitions, financing plans,
competitive position, potential growth opportunities, potential operating
performance improvements, the effects of competition and the effects of future
legislation or regulations. Forward-looking statements include all statements
that are not historical facts and can be identified by the use of
forward-looking terminology such as the words believe, expect, opportunity,
plan, intend, anticipate, estimate, predict, potential, continue, may, might,
should, could or the negative of these terms or similar expressions.
Forward-looking statements are neither historical facts nor assurances of
future performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business, future
plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict, many of which are outside our
control. Our actual results and financial condition may differ materially from
those indicated in the forward-looking statements. Therefore, you should not
place undue reliance upon any of these forward-looking statements. Important
factors that could cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements include,
among others, the following: (a) changes in governmental regulations and
policies; (b) cyber attacks, security vulnerabilities and internet
disruptions, including breaches of data security and privacy leaks, data loss
and business interruptions; (c) failures of our computer systems or
communication systems, including as a result of a catastrophic event and the
use of remote work environments and virtual platforms; (d) the impact of
catastrophic events, including business disruptions, pandemics, reductions in
employment and an increase in business failures on (1) the U.S. and the global
economy and (2) our employees and our ability to provide services to our
clients and respond to
4
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their needs; (e) the failure of third-party service providers to perform their
functions; and (f) volatility in the political and economic environment,
including as a result of inflation, elevated interest rates and geopolitical
and military conflicts.
Any of these factors, as well as such other factors discussed in the Risk
Factors section of the Companys Annual Report on Form 10-K for the year ended
December 31, 2023, filed with the United States Securities and Exchange
Commission (SEC), as such factors may be updated from time to time in the
Companys periodic filings with the SEC, accessible on the SECs website at
www.sec.gov, could cause the Companys results to differ materially from those
expressed in forward-looking statements. There may be other risks and
uncertainties that the Company is unable to predict at this time or that are
not currently expected to have a material adverse effect on its business. Any
such risks could cause the Companys results to differ materially from those
expressed in forward-looking statements.
Non-GAAP Financial Measures
The following represent key performance measures that management uses in
making resource allocation and/or compensation decisions. These measures
should not be considered substitutes for, or superior to, financial measures
prepared in accordance with GAAP.
Management believes the following non-GAAP measures, when presented together
with comparable GAAP measures, are useful to investors in understanding the
Companys operating results: Adjusted Pretax Income; Adjusted Net Income;
Adjusted Net Income, If-Converted, in total and on a per-share basis (referred
to as Adjusted EPS); Adjusted Non-Compensation Expense. These non-GAAP
measures, presented and discussed in this earnings release, remove the
significant accounting impact of: (a) intangible asset amortization associated
with the acquisition of PJT Capital LP and the acquisition of CamberView; and
(b) the net change to the amount the Company has agreed to pay Blackstone
related to the net realized cash benefit from certain compensation-related tax
deductions. Reconciliations of the non-GAAP measures to their most directly
comparable GAAP measures and further detail regarding the adjustments are
provided in the Appendix.
To help investors understand the effect of the Companys ownership structure on
its Adjusted Net Income, the Company has presented Adjusted Net Income,
If-Converted. This measure illustrates the impact of taxes on Adjusted Pretax
Income, assuming all Partnership Units (excluding Partnership Units that have
yet to satisfy certain market conditions) have been exchanged for shares of
the Companys Class A common stock, resulting in all of the Companys income
becoming subject to corporate-level tax, considering both current and deferred
income tax effects. This tax rate excludes a number of adjustments, including
the tax benefits of the adjustments for transaction-related amortization
expense.
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Appendix
GAAP Condensed Consolidated Statements of Operations (unaudited)
Reconciliations of GAAP to Non-GAAP Financial Data (unaudited)
Summary of Shares Outstanding (unaudited)
Footnotes
6
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PJT Partners Inc.
GAAP Condensed Consolidated Statements of Operations (unaudited)
(Dollars in Thousands, Except Share and Per Share Data)
Three Months Ended
March 31,
2024 2023
Revenues
Advisory $ 288,681 $ 168,090
Placement 34,489 27,585
Interest Income and Other 6,223 4,313
Total Revenues 329,393 199,988
Expenses
Compensation and Benefits 228,928 133,043
Occupancy and Related 12,161 10,011
Travel and Related 9,101 6,972
Professional Fees 8,349 6,927
Communications and Information Services 4,778 4,077
Depreciation and Amortization 3,498 3,443
Other Expenses 8,675 6,322
Total Expenses 275,490 170,795
Income Before Provision for Taxes 53,903 29,193
Provision for Taxes 531 1,207
Net Income 53,372 27,986
Net Income Attributable to Non-Controlling Interests 20,749 10,650
Net Income Attributable to PJT Partners Inc. $ 32,623 $ 17,336
Net Income Per Share of Class A Common Stock
Basic $ 1.27 $ 0.69
Diluted $ 1.22 $ 0.67
Weighted-Average Shares of Class A Common
Stock Outstanding
Basic 25,690,530 25,231,815
Diluted 28,168,504 26,918,511
7
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PJT Partners Inc.
Reconciliations of GAAP to Non-GAAP Financial Data (unaudited)
(Dollars in Thousands, Except Share and Per Share Data)
Three Months Ended
March 31,
2024 2023
GAAP Net Income $ 53,372 $ 27,986
Less: GAAP Provision for Taxes 531 1,207
GAAP Pretax Income 53,903 29,193
Adjustments to GAAP Pretax Income
Amortization of Intangible Assets 1,230 1,230
(1)
Spin-Off-Related Payable Due to Blackstone 91 25
(2)
Adjusted Pretax Income 55,224 30,448
Adjusted Taxes 795 1,431
(3)
Adjusted Net Income 54,429 29,017
If-Converted Adjustments
Less: Adjusted Taxes (795 ) (1,431 )
(3)
Add: If-Converted Taxes 12,149 7,909
(4)
Adjusted Net Income, If-Converted $ 43,075 $ 22,539
GAAP Net Income Per Share of Class A Common Stock
Basic $ 1.27 $ 0.69
Diluted $ 1.22 $ 0.67
GAAP Weighted-Average Shares of Class A
Common Stock Outstanding
Basic 25,690,530 25,231,815
Diluted 28,168,504 26,918,511
Adjusted Net Income, If-Converted Per Share $ 0.98 $ 0.54
Weighted-Average Shares Outstanding, If-Converted 43,737,118 41,684,276
8
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PJT Partners Inc.
Reconciliations of GAAP to Non-GAAP Financial Data continued (unaudited)
(Dollars in Thousands)
Three Months Ended
March 31,
2024 2023
Non-Compensation Expenses
Occupancy and Related $ 12,161 $ 10,011
Travel and Related 9,101 6,972
Professional Fees 8,349 6,927
Communications and Information Services 4,778 4,077
Depreciation and Amortization 3,498 3,443
Other Expenses 8,675 6,322
GAAP Non-Compensation Expense 46,562 37,752
Amortization of Intangible Assets (1,230 ) (1,230 )
(1)
Spin-Off-Related Payable Due to Blackstone (91 ) (25 )
(2)
Adjusted Non-Compensation Expense $ 45,241 $ 36,497
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PJT Partners Inc.
Summary of Shares Outstanding (unaudited)
The following table provides a summary of weighted-average shares outstanding
for the three months ended March 31, 2024 and 2023 for both basic and diluted
shares. The table also provides a reconciliation to If-Converted Shares
Outstanding assuming that all Partnership Units and unvested PJT Partners Inc.
restricted stock units (RSUs) were converted to shares of the Companys Class A
common stock:
Three Months Ended
March 31,
2024 2023
Weighted-Average Shares Outstanding - GAAP
Basic Shares Outstanding, GAAP 25,690,530 25,231,815
Dilutive Impact of Unvested RSUs 2,477,974 1,686,696
(5)
Diluted Shares Outstanding, GAAP 28,168,504 26,918,511
Weighted-Average Shares Outstanding - If-Converted
Basic Shares Outstanding, GAAP 25,690,530 25,231,815
Unvested RSUs 2,477,974 1,686,696
(5)
Partnership Units 15,568,614 14,765,765
(6)
If-Converted Shares Outstanding 43,737,118 41,684,276
As of March 31,
2024 2023
Fully-Diluted Shares Outstanding 46,597,467 44,367,647
(7)
As of March 31, 2024, in relation to awards granted containing both service
and market conditions, the Company achieved a dividend adjusted 20-day
volume-weighted average share price of the Company's Class A common stock in
excess of $103. Cumulatively, 1.4 million share equivalents were included in
the Company's fully-diluted share count, of which 0.6 million had satisfied
both service and market conditions, with the remaining 0.9 million vesting
pursuant to ongoing service conditions. In addition, 1.2 million share
equivalents had not yet satisfied certain market conditions and were therefore
excluded from any share count calculations.
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Footnotes
(1)
This adjustment adds back to GAAP Pretax Income amounts for the amortization
of intangible assets that are associated with the acquisition of PJT Capital
LP on October 1, 2015 and the acquisition of CamberView on October 1, 2018.
(2)
This adjustment adds back to GAAP Pretax Income the net change to the amount
the Company has agreed to pay Blackstone related to the net realized cash
benefit from certain compensation-related tax deductions. Such amounts are
reflected in Other Expenses in the Condensed Consolidated Statements of
Operations.
(3)
Represents taxes on Adjusted Pretax Income, considering both current and
deferred income tax effects for the current ownership structure.
(4)
Represents taxes on Adjusted Pretax Income, assuming all Partnership Units
(excluding Partnership Units that have yet to satisfy market conditions) have
been exchanged for shares of the Companys Class A common stock, resulting in
all of the Companys income becoming subject to corporate-level tax,
considering both current and deferred income tax effects. This tax rate
excludes a number of adjustments, including the tax benefits of the
adjustments for amortization expense.
(5)
Represents the dilutive impact under the treasury method of unvested RSUs that
have a remaining service requirement.
(6)
Represents the number of shares assuming the conversion of all Partnership
Units, including Partnership Units that achieved certain market conditions as
of the date those conditions were achieved, and excludes Partnership Units
that have yet to satisfy certain market conditions.
(7)
Assumes all Partnership Units and unvested RSUs have been converted to shares
of the Companys Class A common stock. As of March 31, 2024, 1.2 million share
equivalents that had yet to satisfy certain market conditions were excluded
from any share count calculations.
Note: Amounts presented in tables above may not add or recalculate due to
rounding.
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